Maleficent is tired of being trapped in the stories of others. So, after a talk with Auron, she decides to head out on her own, to make her own life away from Disney, several other villains going with her... Contains some KH/FF elements in it

All characters copyrighted to their original owners and used without permission for non-profit amusement reasons. Questions, comments, compliments, and constructive criticism are both encouraged and appreciated.

It was a quiet night at the House of Mouse. The swinginest club in all of Toontown, tonight the place was jam-packed with many of Disney's greatest stars, including a handful of Square-Enix guests. Everyone was having a great time. Mickey owned the stage, and made sure that everyone, even the villains who hated him, was enjoying his or herself. And with the recent renovations, including a dance floor and a DJ in the form of Tron, the club was doing better than ever each night.

Outside, teenaged canine Max Goof was idly humming along to the songs, watching for any late arriving guests. He idly brushed off his red vest, silently counting the minutes off before he was allowed to go back in and enjoy the show with everyone else. He tapped his feet, idly wondering if he should invite his girlfriend tomorrow, when he had the day off.

His happy thoughts were interrupted by a flash of black and green flames flaring up in front of him. For a brief moment in the rising column of flames, he saw a female figure there, a look of fury on her face. But then it was gone, lost in the growing wash of black and green flame.

It only took a few moments for the transformation to complete itself. But to Max it seemed to take ages. When the flames finally faded, a majestic, black-scaled dragon stood there, wings spread wide, smoke leaking from its mouth.

It was then that Max recognized the arrival.

"M-M-M-Maleficent?" Max stammered.

"Out of my way, boy," Maleficent snarled, exhaling a gout of red-hot air onto him, "'Lest I make thy life a living Hell."

Max nodded frantically. "S-S-Sure, no problem!" he said, running off to call the police.

Maleficent didn't spare the boy a glance as she headbutted her way through the front wall, roaring. Daisy, who was managing the reception desk, tried to stop her, trying to talk her out of coming in, but was swatted away easily by Maleficent's front paw. Donald, standing near the coat rack, tried to pull out the magic wand he used in the Kingdom Hearts games. But Maleficent stopped him by exhaling a massive gout of green flames at him. Donald, his body charred completely black, hung in the air comically, coughing once and dissolving into ash. Maleficent snorted, and burst into the main reception area, roaring, sending patrons scattering in fear as rubble fell all around them.

"H-Hey!" Mickey said, the nervous mouse standing on the stage, apparently having just finished introducing a cartoon, "What's this all about, Maleficent?"

"I am tired of villains simply sitting around watching cartoons," she thundered, her voice trembling with fury, "We have all forgotten who we are, and what we stand for! I REFUSE to let the forces of evil stagnate like this! Join me now, and we will tear this House apart!"

She looked expectantly at the other villains in the room. But to her dismay, all they did was stare at her incredulously.

Jafar stood up from his table, glaring at her. "Maleficent, this is foolishness," he said, "You are ruining a perfectly relaxing evening. Now come sit down with us."

Maleficent flinched, as if struck, her eyes going wide with dismay. "W-What? 'Ruining your evening?' Jafar, do you even realize what you just said?"

Before Jafar could respond, a thrown Keyblade struck Maleficent in the face. "Who dares?!" she snapped, turning towards the source of the throw. She roared angrily when she saw the source, Sora, standing defiantly before her. Along with the young hero of Kingdom Hearts was Riku, Kairi, Aladdin, the Beast, Mulan, Cloud Strife, Leon, Yuffie, Tifa, Tarzan, both Prince Charmings, Prince Phillip, the Incredibles, Darkwing Duck, Gizmoduck, Kim Possible, Buzz Lightyear, and the apparent leader of the group, Hercules, weapons drawn and ready for use.

"Give it up, Maleficent. You have no chance of defeating us all," Hercules said, smirking arrogantly.

Maleficent bellowed in rage and charged the group of heroes, who scattered all around her immense form to fight her. The three keybladers leaped up onto her head, Mister Incredible and Elasti-Girl grabbing Maleficent by the neck and holding her down, allowing the three Keybladers to slash at her. Beast and Tarzan climbed up Maleficent's back to attack her wings, Cloud, Leon, Tifa, Yuffie, Kim, and the three princes moving to attack her legs. Darkwing fired a stun gas canister into her nose, while Buzz and Gizmoduck barraged her with their weapons. Hercules, with some assistance from Violet Parr's forcefields, held Maleficent's mouth shut so she couldn't breath fire, while Aladdin and Mulan, riding the Magic Carpet, flew up to Maleficent's back to attack her tail. Dash helped everyone, moving around at superspeed and striking Maleficent over and over.

It was over in under a minute. The combined attack of the heroes disabled Maleficent's dragon form so badly that she had to change back just to save herself. She collapsed, barely able to stand, using her staff for support, the black-robed, pale-skinned sorceress coughing from the effects of Darkwing's stun-gas. The purple-suited duckman just chuckled, twirling his gas gun and holstering it as Maleficent glared at him.

"You see what such foolishness brings?" Jafar said angrily.

Maleficent gave him a look of such hurt that the Arabian sorcerer could not help but step back. "Why didn't you help me?" she said, "Why didn't any of you help me?"

"Too many heroes," Ursula said, the fat mer-octopus waving her tentacles nervously, "No time to make a proper scheme!"

"We have power! We should use it!" Maleficent insisted, slowly forcing herself to stand upright.

"How? Hm?" Jafar said, "Will you concede to one of our plans instead of your own? Will you convince the others to work together instead of for their own ends? We both know how well that's worked in the past!"

Sora stepped forward, starting to say something, but Hercules held out a hand to stop him.

"We still could have TRIED! We can't just SIT HERE!!" Maleficent insisted.

"There's no point," Sephiroth said, surprising everyone by speaking, "Without a scheme, without a plan that we all can agree on, there's no real point in taking any action at all."

Maleficent just stared at the Final Fantasy villain, her expression one that suggested that her last real hope was shattering. Sephiroth turned away, the silver-haired swordsman unable to meet her gaze.

Jafar shook his head sadly. "Maleficent… Just come sit down with us. Let us eat and drink and enjoy ourselves. The cartoon Mickey was telling us about before you burst in sounds amusing, why don't we just sit back and enjoy it?"

Maleficent shook her head, collapsing to her knees. She stared at the villains gathered at the various tables, each one of them staring back at her with a mix of pity and confusion.

"By all that is unholy…" the sorceress said, her voice slowly rising to a shriek, "Sit down and relax? Just enjoy the cartoon? What's HAPPENED to you people?! Where is your pride!? Your DIGNITY?!"

No one answered her. Many of the villains in the room turned away, unable to meet her eyes, which the gathered heroes noticed, to their shock, had tears in them.

Maleficent just shook her head. Hercules sighed. "C'mon. I'll see if Mickey can arrange a table for you."

"Get away from me!" she hissed, lashing out with a spiral of flame. The heroes tried to start towards her again, but Hercules waved them off again. Maleficent, using her staff as a cane, pulled herself to her feet and staggered out of the building, ignoring everyone.

Sora frowned. "You were being awfully nice to her," he said.

Hercules shook his head, sighing. "She's just started to realize a very simple fact: Disney villains cannot, under any circumstances, win. I guess she had some trouble accepting it."

Sora frowned, running a hand through his spiky brown hair. "Is that why you've gotten us all together?"

Hercules shrugged. "Mainly. Mainly I just wanted some other heroes to talk to, people with a similar mindset. Now c'mon. Next round of drinks is on me."

Relucantly, the gathering of heroes went back to their table, which had become slightly wrecked in the fight. Meanwhile, the various villains in the room stared after Maleficent, contemplating their own lives. Mickey sighed, and tried to get the show back in order, introducing the cartoon once more and heading backstage while it played.

At another table, three faeries and a young princess stared after Maleficent as well.

"She deserved to have that kinda shock. She deserves a lot worse," muttered the blue-clad faerie.

The princess, clad in a dress that was a tasteful fusion of green, pink, and blue, gave the blue-clad faerie a shocked look. "Merryweather, how can you say something like that? Didn't you see the pain she was in?"

The red-clad faerie shook her head. "Merryweather's terseness aside, Aurora, she's right for the most part. We've known Maleficent longer than you, and know more of what she is capable of."

Merryweather nodded, pleased to have her sister agree with her for once, "She'll be fine, and probably come back with some nasty spell or curse. You'll see."

=== Elsewhere, much later… ===

Merryweather could not have been more wrong. Maleficent had no intentions of revenge.

Indeed, she had no intentions of existing beyond the next few minutes.

She wandered deep into the cold, moss-ridden depths of the cave, pulling out a canister she had been saving for a special occasion.

Or in this case, a grievous one.

She gestured, the top of the barrel vanishing in a surge of green fire, revealing the sickening green liquid inside.

It was the chemical invented years ago by the most criminally insane toon of all, Judge Doom. It was the Toonbane.

It was Dip.

And Maleficent was going to use it to commit suicide.

"There's no point to anything, now," she said, her voice soft and regretful, "The Disney villains have lost all their pride… To just sit amongst their foes, plotting scheme after scheme… To not even TRY to overcome the limitations they've been placed… And now, just to sit and enjoy stupid cartoons…" She shook her head. "I cannot abide by that. And I cannot live in a world where villains do nothing of merit…"

She prepared to lift of the barrel and pour its contents all over herself. It would be painful. But it was the only way to permanently destroy her kind.

Before she could do anything, a voice shouted "FIRAGA!" Flame lanced out from behind her and destroyed the barrel, vaporizing it into mist.

Maleficent, furious beyond measure, whirled. She became even angrier when she saw Auron standing there, the red-jacketed swordsman staring at her with an irritated expression on his face.

"How dare you interfere with my final moments?!" Maleficent snarled, raising her staff to strike, green fire flaring up around her.

Auron just smirked, idly running a hand through his white-streaked hair. "Because they don't have to be your last moments."

Maleficent lowered her staff, confused. "What are you babbling about?"

Auron sighed, pulled a flask out of his jacket and drank from it, and then motioned for Maleficent to follow her. "Mind walking with me? I was there tonight, and I think I know what's going on. Maybe I can help."

Maleficent frowned. "You are a Sprite, like Sephiroth and the other gamelings. Not a Toon. On top of that, you are a hero. Why would you want to help me?"

"If I said 'it's a hero thing to want to help people,' would you buy it?" he said.

Maleficent scowled and shook her head.

Auron chuckled. "I thought not. So try this then: I went through the same thing you are going through now."

Maleficent gave him a doubtful look.

Auron smiled and gestured, the glowing dots of light he called pyreflies flowing around him, briefly creating an image of Auron as a younger man. "C'mon," Auron said, "Lemme tell you a story. I'll even provide pictures."

Maleficent looked back at the charred remains of the barrel that once held her instrument of suicide, and sighed. "Very well," she said, "But this had best be worth my time."

"It will be, I promise," Auron said.

The two left the cavern on the outskirts of Toontown, walking alongside the river that connected to the other parts of the world, including Disney Castle, the hub of everything in this world, along with Toontown's two sister cities, Anime City and Spritesville.

"I come from a place called Spira," Auron said, using pyreflies to create images that went with his narrative, "And for years, Spira had been living with a terrible beast called Sin. It could travel the land, air, and sea, manipulate gravity to its whim, and caused death and destruction wherever it went. Our people, the people of Spira, worshipped a god called Yu Yevon. He would provide us with powerful spirits, people who had willingly supposedly sacrificed their lives to become spirit guardians called Fayth. Special people called summoners would pray to these Fayth, and if found worthy, would be given the ability to summon forth a powerful creature called an Aeon. It was the job of summoners to help guide the spirits of the dead to the Farplane, our world's answer to Heaven, and to summon these Aeons to help destroy the Fiends that plagued the lands, the spirits of the Unsent dead turned monstrous by their grief. Those spirits would be in turn sent on upon the destruction of their physical form, but with Sin lurking about, there would always be more…"

Maleficent stared as a man in colorful robes, alongside a gruff-looking man in gold and a younger version of Auron, summoned a powerful dragon to the field, the beast's magic obliterating the creature they were fighting. Auron smiled.

"That particular Aeon is called Bahamut, who is created from the Fayth of a young boy. The summoner you saw there was my first summoner, Braska. And I was chosen to become his guardian, I and my rather 'unique' friend Jecht."

Maleficent nodded. "So you were considered to be a holy man before this."

Auron shook his head. "Not… exactly… I had lost a lot of face when I turned down a promotion I felt I didn't deserve. Braska, when I first met him, was considered something of a heretic. He had married and had a child with a member of the Al Bhed tribe, a group of people who made frequent use of technology, which was almost entirely forbidden on our world save for those approved by the high priests of Yevon. He had managed to convince the people not to burn her and her daughter at the stake, but he was still not well liked, despite the fact that he had proven to be a worthy summoner… And Jecht… Jecht was different. He claimed to come from the holy ruins of Zanarkand, a city that had been destroyed a thousand years ago. We were a ragtag group, even after we became friends. No one really thought we could succeed, especially with Jecht's tendency towards drunkenness. His constant promises of things we would do once we got to Zanarkand got our nerves… Especially since…"

Maleficent glared at him, surprised when she saw the wistful tears forming in Auron's eyes. "Since what?" she asked, putting less venom into her voice than she would have liked.

Auron sighed, and continued, "Especially since the path of the summoner is one that will end in death if it succeeds."

THAT secured Maleficent's attention for the rest of the story.

Auron, noting this, continued. "The final path of the summoner, once they visit the temples and receive all the Aeons therein, lies in the dead city of Zanarkand. They must pray to Yu Yevon's daughter, the Unsent soul of the Lady Yunalesca. If in favor, they will be given access to the powerful Final Aeon. Summoning said Aeon, however, will cost the summoner his life. In the past three times Sin had been defeated before we travelled to Zanarkand, no guardian had ever returned either. Or so we thought…"

Maleficent blinked. "What do you mean?"

Auron gestured, the images shifting as he spoke, showing Jecht collapsing in near despair as he looked over Zanarkand, as well as the grief on their faces as they found out the cost of summoning the Final Aeon.

"Yunalesca told us that one of we guardians would have to give up our lives, become the Final Fayth of the Final Aeon. It had to be someone the summoner trusted and cared for deeply, someone they had a strong bond with, otherwise the Final Aeon would not be strong enough," Auron said.

Maleficent nodded, finally understanding. "And because that bond is so strong, when the Aeon is summoned to fight Sin, it takes all of the summoner's life force."

Auron scowled. Maleficent stared at Auron in surprise, the raw hate emanating from him catching her off guard. "No. That's not why the summoner dies."

He gestured again, showing an image of a massive, naga-like creature that vaguely resembled Jecht battling a massive, whale-like creature over a great plain. The Jecht-beast battered the whale monster with its sword, the beast bleeding in several places and roaring in great pain. At a safe distance, Auron and Braska watched, the latter glowing as his aura empowered Jecht's fight against Sin.

Finally, with a mighty blow, Jecht beheaded the beast, Sin's body crashing into the beach, slowly dissolving into a cloud of pyreflies. Auron laughed wildly, whooping and hollering in uncharacteristic excitement as Braska laughed, applauding the grand victory they had just one. Jecht turned to his friends, grinning and giving them a thumbs up.

That's when everything went wrong.

A small cloud of darkness emerged from the pyreflies that once composed Sin's body, shooting up and merging with Jecht before any one of them could react. Jecht bellowed in pain and fury as the darkness merged with him, his eyes growing dull and his arms going limp as he was taken over.

Braska, as Jecht was taken over by the dark cloud, began to convulse, the aura around him fading. He collapsed into Auron's arms, coughing and retching up blood, dying in extreme agony, leaving Auron to pick up the pieces. He tried to call to Jecht, but he was already slithering into the ocean, seemingly unaware of the world around him.

Maleficent blinked. "What… What just happened?"

Auron snarled. "That little blob you saw? That was the real Yu Yevon. He was behind everything that had ever befallen our world, and the high priests KNEW IT. We would be hailed as saints, as heroes and holy men for our actions, because we helped perpetuate a sick, evil spiral that had been going on ever since Yu Yevon decided that he knew better than anyone. But Braska was dead, and Jecht was doomed to become the newest incarnation of Sin."

The image shifted again, showing Auron angrily confronting Yunalesca again, the sad, well-meaning ghost trying to explain that this was for the best, that Braska's sacrifice was so that Spira would have hope once more. But as Maleficent watched, the image shifted, going back to the guardians before him that had confronted Yunalesca, and the guardians before them, and the guardians before them…

"That's why none of the guardians ever returned. Those that didn't get possessed by Yu Yevon… They all died confronting Yunalesca…" she said. She almost admired Yu Yevon, the way he held his world in a grip of terror, but she knew saying that would be a bad thing at this point, as she sensed there was more to the story.

There was. Auron continued, saying, "Time went on. I became an Unsent, because I made a promise to Braska before he died to take care of his daughter, as well as Jecht's son. I infiltrated the spell that held the ghosts of Zanarkand in a Fayth, bringing Jecht's son Tidus out once he was old enough. I helped Braska's daughter to a new home, Besaid Island, and watched her grow up and learn to be a summoner, while I made a name for myself as the 'Legendary Guardian,' the only one who came back. I watched as Yuna and her comrades, two childhood friends, a young animal warrior that had sworn to protect her, her Al Bhed cousin, and Tidus himself united. I eventually joined them as well, watching Tidus make the same promises to Yuna that Jecht made to us, adding in some romantic ones when the two of them started falling in love. I saw the boy's grief as he realized what had happened to his home."

Auron grinned widely. "And then… And then I saw everything change…"

The image shifted, showing Yuna and her friends confronting Yunalesca, their despair at learning the truth, the resolve of the animal man and the two childhood friends in asking to be the Final Fayth, the bitter hatred of the Al Bhed girl who knew it all beforehand, the stoic, emotionless silence of Auron, revealing nothing of his thoughts, and the desperation of the young boy who was trying to think of a way out of this.

Maleficent waited for it, waited for the choice that she now knew would continue the hopeless spiral that plagued Auron's world.

But didn't he say that everything changed…?

In the image, Yuna stepped forward, taking a deep breath to steel her nerves.

Yunalesca said to her, as if in consolation, "Yevon's teachings and the Final Summoning give the people of Spira hope. Without hope, they would drown in their sorrow. Now, choose. Who will be your Fayth? Who will be the one to renew Spira's hope?"

Yuna sighed, and said, "No one."

Yunalesca flinched, as if struck. Everyone stared at her in shock, save for Auron, who smiled warmly. Yuna continued, saying, "I would have gladly died. I live for the people of Spira, and would have gladly died for them. But no more! The Final Summoning… is a false tradition that should be thrown away."

Auron chuckled. "You have no idea how hard it was," he said, shifting the image and showing the finale of the battles, the defeat of Yunalesca, the dissolution of the high priests of Yevon, and the final battle against Sin itself, which resulted in Yu Yevon's destruction and a new, more permanent hope for Spira.

"It nearly cost her everything… Even the love of Tidus, who vanished when the Sin was finally slain and Sent… But she overcame her grief… She helped unite Spira once again. And she even was able to bring Tidus back to life by sheer force of will," Auron said, dispelling the images.

Maleficent shook her head. "It's a fascinating story, Auron. But I still don't see the point."

Auron rolled his eyes and took a drink from his flask. "Then I'll sum it up: I have no illusions about you and the others. You're villains, and you're among the most vicious, cruel, and evil of them all."

"Flattery will get you only so far with me," she quipped.

Auron smirked, and continued. "But after spending some time here, I realized one thing: Each and every one of you is suffering from the same thing I was. You're trapped in your stories." Auron thought a moment, shook his head, and amended, "No, scratch that. You're trapped in the stories of others. And I can't stand that. I lived for years in Yu Yevon's story, and I did everything I could to get out of it. It's time that you and the other villains… But especially you… It's time that you let go of the stories of old, and started writing stories of your own."

Maleficent's eyes widened as she finally realized what he was saying. The prospect of it thrilled her and terrified her all at once. She shook her head in confusion. "Why me? Why tell this to me?"

Auron just smiled. "Because I see the strength of my world's Yuna in you, even through all the evil," he said, vanishing in a swirl of pyreflies.

Maleficent stared at the place where Auron stood for a long moment, her mind racing. And then she teleported away, needing to be alone with her thoughts.

The next evening…

The House of Mouse…

Max stared in surprise at the figure in the light gray casual suit that sauntered up to the club's entrance, her hands in her pockets. Her white-streaked black hair was tied in a loose ponytail, the heels of her dark black shoes clicking on the pavement.

It was only after he got a look at her face that he recognized her. "M-Maleficent?"

Maleficent smiled. It was a friendly smile, something just looked WRONG on her face. "I believe I have a reservation?"

Max stared at her, dumbfounded.

Maleficent frowned, and snapped her fingers in front of his face, creating a burst of green flame. "I have a reservation. May I come in?"

Max blinked, coming to his senses. "Uh… Yeah, go right ahead… Sorry, I'm just not used to thinking of you as… Well, curvy…"

Maleficent looked herself over. The suit did accentuate her womanly curves. They weren't as exaggerated as, say, Megara's, but they did leave her looking more attractive than she usually did in her flowing black robes.

Maleficent just smirked, patting Max on the head. After getting a similar reaction from Minnie and Donald at the reception desk, she went in and sat down. Goofy didn't recognize her at first, and his reaction when he did was just priceless, sending him stumbling over several tables. Once he had recovered himself, he took her order (one of the fruit smoothies that were a specialty of the club). She sat next to Jafar, Pete, and Ursula, the three villains giving her confused looks, especially at her new appearance.

She ignored them all, calmly watching the cartoons and various acts Mickey put on.

Mickey debuted a new cartoon he, Donald, and Goofy had made as the finale of the show. Once it was over, Maleficent stood up, her applause the loudest of them all. This quickly silenced everyone else, Maleficent taking advantage of this to stroll up to the main stage, everyone moving out of her way.

Mickey stared at her. "Maleficent? Somethin' wrong?"

Maleficent smiled. "For the first time in my entire life? Absolutely nothing. I just have an announcement to make."

She turned to everyone, looking in particular at Aurora and the three faeires, the latter three forming a protective barrier around her. Maleficent took a deep breath, and made her announcement.

"I quit."

Genie's jaw literally dropped off of his head, as everyone else's metaphorically did the same. Maleficent smirked, and elaborated, pulling out her Disney contract and throwing it at Mickey's feet.

"I QUIT," she said, "I am leaving Disney. Sleeping Beauty is over with, and the Kingdom Hearts games are done. Their story has been told, and I'll be damned if I try to hold onto it just so I can get a little glory. I'm going to live for myself for once, not for vengeance. I'm going to write my own story. And by everything that's holy, I swear I'm going to get back a little bit of dignity. To be a Disney villain is to be a loser. And I've had enough of that."

Everyone stared at her, thunderstruck. Maleficent bit back a chuckle. If she could bottle and enhance the effect of what she had just said, she could probably become the greatest killer of all time.

After a moment, Merryweather fluttered up to her. "What are you up to?" she snapped.

Maleficent grinned, shaking her head. "Absolutely nothing."

Merryweather glared at her. "You're ALWAYS up to something."

Maleficent patted Merryweather on the head condescendingly. "First time for everything, deary. Aurora is safe from me now."

Maleficent, savoring the shock and thunderstruck looks of everyone else in the room (but especially those of Flora, Fauna, and Merryweather), sauntered towards the door. As she left the main ballroom, she had a thought, and turned around.

"If anyone else is tired of being a Disney Loser," she said, "If you want to reclaim just the tiniest bit of dignity, then do as I did. Leave your contract behind and go out on your own. I won't stop you either way."

To her surprise, Pete did so almost immediately. Mickey gave his longtime nemesis a confused look.

"Petey, what're you doin'?" Mickey said.

Pete shrugged. "Don't rightly know, m'self. But I got my reasons fer followin' her faithfully. I promised her I would. And I ain't gonna welch on that."

Mickey shook his head. "That was for the games, Petey!"

Pete shook his head. "I made that promise beforehand, Mickey."

This time everyone was staring at Pete in surprise, although Jafar and Maleficent both knew what incident he was referring to, an incident that had never made it to air.

Maleficent smiled, strangely relieved. "Ever the minion," she said.

Pete shrugged, tossing the deed to the House of Mouse on the table alongside his contract. "Mortimer can do the evil landlord bit with you. And to tell the truth? I'm kinda tired of bein' the fall guy all the time as well."

Maleficent smiled, a surprisingly gentle smile, and then fixed a stony glare on the rest of the room. "If anyone else wishes to follow us for the reasons I've given, then do so. We are done here. We are done with Disney."

Maleficent turned and left, Pete following close behind.

There was a stunned silence for several minutes as everyone looked around at each other in shock. And after several minutes, a handful of other villains got up and followed Maleficent out the door, leaving their contracts behind…

___To Be Continued…___

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